Poker Face
by Alanna official
Summary: Phil. Melinda. Strip poker. This will be fun.


**Author's Note:**

 **May said Phil was terrible at poker and that got me thinking. This is sorta au. I have been working on this on and off for a couple of months now and it just kept getting longer and longer - it was only supposed to be 1000-2000 words. Whoops, here's like 7000 words. Hope you enjoy :)**

* * *

The walls are vibrating with the heavy bass emanating from the large speakers surrounding the crowded dance floor as he enters the room. It's packed with recruits from all of the three academies, a rare occasion and what is most likely going to end up as a memorable night, or a disaster. Bright coloured lights shine and flash from across the dance floor lighting up the dimly lit room. They're in one of the old training warehouses that isn't used anymore, and he thinks that whoever did it up for tonight did an impressive job. Heading over to the large barrel filled with ice, he fishes himself out a beer and looks to find his friends.

"Coulson!" Garrett calls out to him waving a hand for him to come over.

"Hey," he greets his fellow recruit and friend where he is standing with a bunch of other recruits that he doesn't know.

Garrett introduces them all briefly and he smiles and nods at them politely, some of them are from Operations and some of them are from Scitech.

"You guys wanna play poker?" Garrett asks gesturing to an area towards the back of the large warehouse where there is a doorway leading to a room off to the side.

"Are you keen to lose again?" A petite young Asian girl asks as she joins the group raising an eyebrow at Phil's friend with a teasing smirk pulling at her lips.

Garrett takes a drink of his beer and points at the girl, "you just got lucky that time May," he tells her.

May doesn't say anything but throws him a challenging look as she stands tall with her arms crossed over her chest. Phil can tell simply by the way she stand and holds herself that she is from Operations, she has the stance of a warrior. May, the name sounds familiar he thinks as he drinks his beer, before realisation suddenly dawns on him. This petite young Asian girl is Melinda May, one of the strongest recruits the academy has ever seen in Operations. There's been quite a bit of talk that he's heard from Fury about how Director Carter snatched her away from the CIA. Hand picked by the Director herself. Apparently great things are expected from this girl.

"Phil's got game you know," Garrett pipes up trying to take the girl's attention off him and almost making Phil choke on his beer.

May's eyes slide over from Garrett, looking Phil over critically before smiling as if in on a private joke.

"You've got game?" She asks him with a hint of sarcasm to her voice.

He feels himself puff up just a little indignantly at that and raises his eyes to hers in challenge.

"Yes, I've got game," he states as if daring her to contradict him.

"Really," she tilts her head at him in a way that could be considered adorable if he didn't find her quite so intimidating.

Seriously though, the girl probably just reaches his shoulder and yet she can make him feel only four feet tall with that intense stare of hers.

"Prove it," she challenges him jutting her chin out.

He raises his eyebrows not quite sure whether to take the bait or not. If he doesn't though, he knows he's going to be remembered as the guy that's all talk, the guy that walked away from a challenge. He won't let that happen.

"Fine," he replies in a thankfully confident sounding tone, "what are the stakes?"

May opens her mouth to speak when Garrett cuts in loudly drowning her out.

"Strip poker!" He shouts out raising his beer to which the other guys in the group raise their bottles to.

Phil feels the blood drain from his face at the prospect of having to shed his clothing. Looking at May, she seems completely unfazed by Garrett's choice of stakes as she takes a sip of her own drink with a neutral expression on her face.

He has not drunk enough beer for this.

After another quickly downed drink Phil finds himself pushed into a chair sitting opposite May as several others take their places at the table, Garrett included. There's a combination of recruits from Operations, Communications and even Scitech. They all agree to playing a simple five card draw and the player with the worst hand loses their clothing. Garrett picks up the deck of cards, shuffling it in a practiced manner before deftly dealing them all their cards. Phil reminds himself to keep his face neutral, not let his emotions betray him. He slides two cards from his hand and Garrett deals him two more from the deck. May watches him. Face carefully guarded in an expression that is impossible to read. She's good.

Once everyone is ready they show their hands.

He feels a surge of relief wash over him as he finds his two of a pair beats Garrett's high card. His dignity is safe for just a little while longer. Garrett lets out a laugh as everyone at the table looks at him expectantly.

"Take it off," Henley, one of the other players - a recruit from Operations - calls making a few catcalls as Garrett shucks off his jacket.

Garrett winks at him leaning back in his chair confidently, obviously losing is not too much of a concern for Phil's friend. Collecting up the cards, Garrett shuffles them all again before dealing them out. He tries to hide his victorious smile as he picks up his cards, looking up to find May watching him once again, there is the barest hint of a smirk on her lips and he'd be lying if he said that he didn't find her the tiniest bit attractive.

Several more rounds in and a small smile lifts his lips as his three of a kind keeps him safe for the round. Henley tells the rest of the group to settle down as he pulls the belt from his jeans, left with only his jeans having lost his shirt, shoes and socks earlier in the night. Garrett is in a similar situation sitting in just his jeans. Phil is doing only slightly better and still has his jeans and his shirt. May is sitting across from him, quite comfortably, mostly dressed except for the leather jacket she had shed earlier along with her boots sitting neatly beside her chair. Wright, a female recruit from Scitech had bailed out on the last round after having to strip out of her jeans. Now it's just down to the four of them, he, Henley, Garrett and May. Garrett lets out a loud whoop as Wright returns, now clothed and with an assortment of drinks in her arms. She hands them out to all of them. Phil discards three cards from his hand and tries to mask his disappointment as he looks at the new cards he'd been dealt. It is a rubbish hand.

"Ah Phil!" Garrett cheers a little drunkenly as it is now his turn to shed a piece of clothing.

Smiling at the rest of the group he reaches behind him grabbing a hold of the back of his t-shirt and tugs it over his head. Garrett claps him on the shoulder before collecting all the cards up again, shuffling them and then dealing. Glancing up he catches May looking over his chest nibbling her lower lip thoughtfully, making a sudden rush of warmth rise up to his face. May loses the next round, shrugging nonchalantly with a smug grin as she slips a sock off. Then Henley, who is left in just his boxers. He insists that he can keep playing but no one is really too keen on having him exposed down to all his naked glory, not matter how convinced he is in his drunken state that he looks " _damn fine"._ Then it is just down to he, Garrett and May.

Garrett is louder than his usual self after several drinks in his system, and his filter seems to have been completely obliterated as well.

"Aww come on May," he whines as she loses the next round and simply removes her other sock.

She smirks at him teasingly with a mischievous glint in her eyes.

"What, worried I'll last longer than you?" She quips back at him in a mock sultry tone, which Phil actually finds kinda hot.

"I'm not worried about that babe, I could go all night," Garrett winks at her with an almost arrogant expression on his face.

May rolls her eyes at him ignoring Garrett's usual antics. A small smile does pull at her lips however when Garrett loses the next round, along with his jeans. Now it is just down to the two of them, and he can feel his heart rate increasing as her dark brown eyes lock on him. After quickly throwing his shirt and jeans back on Garrett deals out the cards. Phil loses the next round though, his belt slithering through the loops on his jeans to join the pile of clothes on the table. May raises an eyebrow at him causing him to duck his head slightly as Garrett yells at them to get a room. He is however promptly silenced by a firm glare from May.

The next round however, Phil cannot hide the triumphant grin that spreads across his face as he lays down his hand, a full house. May raises an eyebrow before revealing her hand, three queens, a four and a seven. Eyes staring straight at him, she reaches a hand down towards the hem of her tank top and it suddenly hits him. Melinda May, one of the most renowned recruits in Operations is about to strip in front of him. Well, sort of strip in front of him.

Nervously he swallows, trying hard not to stare embarrassingly at her. It's so hard though, especially as she looks directly at him, as if there is only the two of them in the room. Inadvertently he sucks in a breath as she lifts up her top, revealing her toned stomach and a large expanse of smooth and unblemished porcelain skin. Deftly, she removes the top from over her head, running her fingers through her hair to settle it after being slightly mussed by the movement. Garrett lets out a whistle and Phil cannot help but think that he isn't wrong.

With great difficulty he tries not to focus on the scarlet red bra she is wearing. It is however, easier said than done and he feels his cheeks flush pink as she crosses her arms as she sits down across the table from him, only succeeding in pushing her breasts up placing herself further on display. A smirk lifts the corner of her mouth and he knows that he's been caught staring. Oh God. But who could blame him really?

He's vaguely aware of Garrett dealing out the new round of cards, still mesmerised by the vision that is a partially undressed Melinda May. Fingers fumbling for a moment, he grasps his cards trying to maintain a neutral expression as he assesses his hand. Glancing up he sees her smile teasingly at him over the top of her cards before flicking her gaze back down to her cards. Selecting three cards from his hand, he slides them down on the table as Garrett deals him three new cards and Melinda just one. When they reveal their cards he feels a cold shiver travel down his spine.

"Hmm… Looks like it's time to lose the pants Coulson," she smirks at him giving him a look that could quite possibly be interpreted as 'bedroom eyes'.

His heart stutters for a moment as she tilts her head at him, eyes watching him attentively. Is Melinda May flirting with him?

"Your foreplay is killing me Coulson," she teases leaning forwards in her chair across the table providing him with a view that will probably fuel many of his fantasies from now on.

"Uh," he says, desperately trying not to think about a half naked Melinda May or this could all turn out to be a very embarrassing evening tonight.

She raises an eyebrow at him expectantly crossing her arms and he tries to look at anything but her, thinking about the most boring thing that he possibly can, cycling through as many Russian words that he knows. Taking as much time as he reasonably can, he slowly pops the button on his jeans, dragging the zipper down incrementally. Then there's nothing left for him to stall with, it's now or never he supposes. He's going to kill Garrett for getting him into this later. Slipping his jeans down over his hips he prays that his standard fitted trunks will save his dignity tonight.

She nibbles on her bottom lip in a way that is almost contemplative as his jeans hit the floor. Garrett lets out a whoop, clapping him on the shoulder before saying that he's going to get another beer. He almost jumps at the touch, startled after briefly forgetting that his friend was still in the room too. Nodding at his friend, he turns back to May who is looking at him in a salacious way, making something stir within him that he really would prefer didn't whilst he is still in a state of undress. Her dark eyes drift boldly down, as if daring him to say something. His trunks leave little to the imagination and if he's being honest, there seems to be a spark of interest in May's eyes as she continues to appraise him.

"What do you say we get out of here?" she says suddenly, eyes flicking towards the door, headed tilted in that adorable way once more.

His eyes widen a fraction at her suggestion, thoughts firing too rapidly for him to make some sort of sensible response.

"Uh, yeah…" he smiles a little shyly, not quite sure what to make of the situation.

Right now, he'd find it much easier to navigate his way into an enemy's secret base than to even try and attempt to read into what Melinda May, might or might not be suggesting to him. He watches as she slips her top back on before realising that he should follow suit. Hastily, he pulls his jeans back on, sliding his belt through the loops as May bends over to slip her socks and boots back on. Carefully he averts his eyes, at least trying to be a gentleman and not stare at her arse. Tugging his shirt over his head, he catches May sending a quick glance towards him as she throws her jacket over her shoulder. Once they're fully dressed, he follows her lead out of the door.

As soon as he steps out of the room and back into the main area, he is assaulted by the heavy bass from the speakers of the dance floor. May throws him a quick smile before heading off towards the exit. He thinks that perhaps he should let Garrett know that he's leaving, but he can't see where his friend has disappeared and May has already strode off. Assuring himself that Garrett can take care of himself just fine, he shrugs of any worries he might have and follows after May. When he reaches the exit she takes hold of his hand lightly in hers, dragging him off towards the vehicles.

"Wait where are we going?" He asks as she stops next to a motorcycle.

She smirks at him, grabbing a helmet and throwing it to him.

"Do you trust me?" She asks picking up her own helmet and tucking it under her arm as she steps closer to him.

Standing so close together he realises just how small she actually is as she tilts her head up to look at him. Her question however leaves him a little stumped. In all honesty he hardly knows her. He knows of her through academy gossip and tales, rumours that travel through the academies, even seen her fleetingly from afar a couple of times. But they've never actually spent time together, never talked and had a proper in depth conversation. Which is why he surprises himself when he answers.

"Yes."

She smiles at his words before taking a step back and putting on her helmet. He can't help but smile back in return as he moves to put on the helmet she had given him. Watching as she climbs astride the motorcycle he can't help but think about how good she looks sitting there with such confidence as she waits for him to settle himself behind her. The truth is though, he's never actually been on a motorcycle before. Trying to be a gentleman once again, he tries not to grab onto her waist too tightly. May however, seems not to be taking any of his gentlemanly bullshit and rearranges his arms around her waist to hold her tightly. He chuckles a little feeling only slightly nervous.

"Just be careful with me ok? It's my first time," he jokes.

He feels her shoulders shake a little as she lets out a short laugh.

"Don't worry, I'm very experienced," she quips back patting his hands that are wrapped around her middle.

It's actually a very thrilling experience he admits when they pull up in the parking lot in front of a pizza parlour. May gives him an almost Cheshire Cat like grin as she saunters into the pizzeria. Upon opening the door, they are greeted with the aroma of freshly baked bread, tomato and melting cheese. They order a pizza to share and claim a booth in the back. They talk and sometimes she laughs at his poor jokes, and he finds that he is enjoying himself with her. She tells him about a prank she played on Garrett, subconsciously twirling a breadstick through her fingers in a way that is almost mesmerising as she regales him with Garrett's outraged response. He wonders what other hidden skills this girl might possess.

When their food arrives their conversation is put on a brief pause as they take the time to enjoy the food. It isn't until he starts eating that he actually realises how hungry he was. Between them, it doesn't take them too long to finish the food, and then they are back to talking again, sipping on their drinks as May picks up her breadstick again and twirls it in that way that has him mesmerised once more. She's funny and witty and warm, and he can't help but hope that tonight doesn't end. Earlier he had been apprehensive about how the night would turn out, and so far, it has actually become one of his most enjoyable to date.

It's late when they finally leave the pizza place. They're actually the last ones to leave. They'd just gotten so caught up in each other that neither of them had really paid much attention to the time. It makes him think however that it must mean that May is enjoying herself as much as he is.

As they ride home, back to the academy, he is disappointed that their night together is quickly coming to its end. May parks the motorcycle and they walk up towards the dorms together, her smaller hand nestled inside his larger one.

"I had a great time with you tonight," he tells her with smile.

She looks around them, as if she is surveying the area and he wonders if she was paying any attention to what he just said to her.

"Would you like to come up to my room?" She asks him boldly.

His eyes widen at the question and all of the suggestions that it might entail.

"I uh-" he doesn't really know what to say.

"My roommate is away on a mission so I've got the room to myself," she adds as if he needs to be convinced.

If he's being honest with himself, he really doesn't need much convincing at all. He'd quite literally jump at any opportunity to spend more time with this wonderful and fascinating girl.

"Yes please," he replies and wants to slap himself on the forehead after the words leave his mouth.

May however just smirks at him, eyes sparkling with amusement as she tugs on his hand and leads him towards her dorm.

SHIELD isn't concerned about categorising dorms by genders, allowing both male and female recruits to reside together in the same building. On their first day during orientation, Phil distinctly remembers that they had all been told that working on a mission could mean having to share their sleeping quarters with others so they could all start getting used to it now. It had surprised a few recruits, but most of them seemed quite pleased with the dorm arrangements. The dorm buildings however were divided into academies and he had never actually been inside the Operations dorm building before.

When they arrive at the building Phil cannot help the slight feeling of giddy excitement that runs through him. He's actually about to enter the Operations dorm, and with the infamous Melinda May at that. It's a night of many firsts for him tonight.

Her room is on the second floor and he waits patiently as she slips her key into the lock and opens the door without a sound. It's close to midnight and the entire floor is quiet. That means that everyone else is either asleep or still at the party. May's gentle tug on his hand leads him into her room, and he's not surprised to find it neat and tidy, barely a thing out of place. He is however surprised by the huge poster of Patrick Swayze stuck up on the wall and it must be evident on his face as May looks at him before rolling her eyes at the poster.

"It belongs to my roommate," she shares as she leads him further into the room still holding his hand.

He smiles following after her as she settles onto her bed shrugging off her jacket and throwing it on the back of her desk chair before leaning against the wall that one side of her bed is pressed up against. His thigh presses up against hers lightly as he settles himself beside her, and he's not entirely sure about what comes next.

"So…" He trails off in a poor attempt at starting up a conversation as they both stare at the wall on the opposite side of the room, Patrick staring back at them.

May glances over at him with a roll of her eyes.

"You know I didn't really invite you up here to talk," she says in a voice tinged with amusement.

Suddenly his heart speeds up and a jolt travels down his spine at the meaning behind her words. Glancing down towards her he finds her brown eyes watching him carefully as her hand traces swirling patterns along the top of his thigh that is pressed against hers. There is a slightly expectant look in her face, as she waits for him to make the next move.

Trying to swallow down any lingering doubts about his confidence, he leans down towards her. She meets him halfway, tilting her face up towards him as their lips meld together in a way that sends heat flashing through him and sparks behind his eyelids. Turning himself to face her so that they are more front on, she moves with him until she is laid back on the bed with him atop her, one of her legs twined around his. When they pull back for air he is able to take in the breathtaking sight that is a slightly breathless Melinda May lying beneath him with kiss reddened lips and dark hair spread about her like a midnight halo.

"Wow," he says unable to stop his mouth from running.

She chuckles beneath him, a smile lighting up her features and fire dancing in her eyes. He's never seen anything more beautiful. When she rolls her eyes at him he realises that he just said that aloud and feels the heat of a blush on his cheeks. The blood soon leaves his face to travel south as she pulls him into another kiss, tongues tangling and hands roaming. A soft moan escapes her as he rocks down against her, her hands grabbing tightly at his shirt. He's distracted as she begins trailing kisses along his jaw and down his neck, and can't suppress the groan he lets out as she bites at his pulse point before laving it with her tongue. Her hands are busy rucking up his shirt, pressing his shoulders back so he moves apart from her just enough so that she can pull it off. The tenderness with which she presses sweet kisses to his skin surprises him as she presses her lips to his chest, nails lightly scratching at his toned stomach, just above the button of his jeans. Her hand drifts down to cup him through his jeans and he lets his head drop as a low groan escapes his throat. She chuckles at his reaction and he feels the delicious vibrations travel across his skin as her lips press open mouthed kisses to his neck. Vaguely through the lust filled haze clouding his mind he registers that Melinda is currently still dressed, something that he needs to remedy. With a hand in her hair he pulls her back up to him, earning himself a moan and slight whimper from her before he captures her lips in a heated and messy kiss, all tongues and teeth. He makes a note to himself about her reaction to his firm hand in her hair, something that may come in handy later. As they kiss he lets his hands slip under the fabric of her tank, his palms and fingers skimming over the soft and silken smooth skin of her taut abdomen. Gliding his hands up her sides, hands brushing the sides of her breasts, he lets her top bunch up as he continues to lift it up further. Almost as if she had read his mind about what he wanted to do next, Melinda arches off the bed as he leans back, allowing him to fully remove her top. of course he's seen her without a shirt on before, their poker game earlier in the night provided him with that lovely insight, but he doesn't think that the sight of her will ever not be something that steals his breath away.

She smirks up at him in a way that most definitely will lead to no good, and he is ready. One hundred percent ready for whatever she has in store for him.

"Lose the jeans Phil," she tells him as she pushes him back and begins to slip out of her own jeans.

His fingers fumble with buckle of his belt for a moment before he is able to undo the button of his jeans with only slightly less fumbling, managing to get it undone and slide the zipper down before tugging the clothing down and off his legs. When he turns back he finds May leaning back on the bed comfortably, wearing nothing more than scarlet red lingerie and a seductive smile. He lets out a low groan simply at the sight of her, before covering her body with his as their lips crash together in heated passion. The rough lace of her bra scratches against chest as he reaches an arm around her, fingers feeling for the clasp holding it together before he manages to snap it open. His mouth waters as she shrugs the garment off, dropping it over the side of the bed. Leaning down he captures a taut nipple in his mouth, teeth biting down lightly and drawing a quiet gasp from her throat as her hand flies down to hold him to her. He smiles against her skin, teasing her with an unpredictable pattern of licks, sucks and bites, one of his hands drifting up to massage the flesh of her other breast, occasionally pinching, making her lose her breath for a moment. Switching between his hands and mouth he is vaguely aware of her nails scratching lightly at his scalp. When he raises his head and looks up at her, he is pleased to find her looking completely wrecked, lips reddened from his kisses, tousled hair splayed about the pillow and skin flushed a delightful pink. She smiles at him, a hand on his neck drawing him down towards her as their lips meet. Biting down on her lower lip as they part, he is surprised when she flips them over, her legs straddling his waist. A small smirk tugs at her lips as she shifts down his legs, a low groan escaping him as she brushes over where he is already hard. Nimble fingers toy with the waistband of his briefs before removing them and dropping them over the side of the bed. Then, without any warning or pre-empt, she sweeps her hair over one shoulder before leaning down and taking him into her mouth.

A deep moan is released from his throat at the warmth and wet suddenly surrounding him. A shiver runs down his spine as she swirls her tongue around the head of his cock and he reaches a hand to tighten in her hair causing a low moan to sound from her, the vibrations of it running through him. Her hands grip his thighs tightly as she takes him down deeper and he resists the urge to thrust his hips ups, Her hair tickles against his skin as she begins to bob her head in earnest, taking him down deeply and hollowing out her cheeks. His grip on her hair tightens when she brushes her fingers lightly against his balls, a thousand sensations rushing through him. When she presses her tongue to the underside of his cock as he slides between her lips, he feels his balls begin to tighten and knows he's about to come, Pulling lightly on her hair in warning, unable to make a coherent sentence, Melinda simply flicks her eyes up at him taking him even deeper. It's too much and he can only watch through a haze of pleasure as he comes and she swallows it all down. It is honestly the hottest thing he has ever seen.

She crawls up the bed beside him, curling herself against his side as he breathes out heavily. A low chuckle is released from her throat as she reaches up to press a kiss to his neck, just beneath his jaw. Turning his head, he captures her lips with his own and buries a hand in her hair as he rolls over so she now lays on her back. She whimpers a little when he tightens his hold of her hair, a sound that he loves hearing from her. Mouthing along her neck, he bites down lightly on the soft skin just below her ear before sucking a bruise, a little memento from their night together. Reaching a hand down, he feels the damp silk and lace of her panties, a soft moan escaping her as brushes his fingers lightly against where she wants him most. Pulling the fabric from her skin, he removes her panties and takes a moment to admire the sight of her naked beneath him. She reaches an arm up to wrap around his neck pulling him back down to her and sealing his lips with her own. He licks into her mouth as she opens up to him, tongues sliding together and he can taste the unfamiliar flavour of what must be him on her tongue. The thought makes his blood rush south and he can't help himself from biting down on her lower lip. She moans at the action, eyes fluttering open to watch him as he pulls back from her and brushes his hand against her folds making her tremble slightly in anticipation. His blue eyes watch her carefully as he slips a finger inside her easily, her eyes fluttering shut for a moment and a sharp exhale leaving her. Moving his finger gently inside her, he adds a second finger as he shuffles down her body and rubs lightly at her clit with his thumb causing her to gasp quietly at the sensations coursing through her. Settling himself between her spread legs, he lowers his head and sucks her clit between his lips, thrusting his fingers into her making her cry out above him, urging him on. Alternating between licking and sucking, he adds a third finger and scissors his fingers in a way that has her seeing stars a breathless cry escaping her. Her fingers tangle in the short strands of his hair running through them and gripping tightly as he keeps an unpredictable pattern leaving her reeling as her body is overcome with sensations. He sucks firmly at her clit curling his fingers inside her and he feels a rush of wetness slip down his fingers as she climaxes, walls tightening around his fingers and a cry sounding from her lips.

Removing his fingers whilst she regains her breath, he wipes her arousal from his face and sucks his fingers clean. She looks up at him through hooded eyes and he can't resist stealing a kiss from her lips. She is warm and pliant beneath him, her lips melding with his and letting him take control of the kiss as he licks into her mouth and tangles his tongue with hers. Only when she wraps a small hand around his hard length is he reminded of the fact that he is more than ready to go for a round three. His eyes hold a question as he looks down at Melinda, her nails scratching a swirling pattern on his chest as she rubs the other over his hard erection.

"I'm good," she tells him pressing a gentle kiss against his lips with only the slightest hint of the intensity of her orgasm before.

"Sure?" He asks not wanting to pressure her or rush things.

She rolls her eyes at him releasing him from her grip as she turns around to rifle through her bedside table. Finding the box of condoms she was looking for, she picks out a small foil packet and throws it over to him.

"Suit up Coulson," she smirks with a playful glint in her eyes.

He laughs at her joke but gets down to business nonetheless, ripping open the packet and slipping the condom on. Giving himself a few quick pumps, he looks at her with a slightly nervous smile as she spreads her legs either side of him. Shuffling closer to her between her legs, he leans down towards her placing a kiss to her lips.

"Is this alright?" He asks as he pulls back.

"Perfect," she smirks at him wrapping a leg around his own and tugging him down closer to her.

Smiling, he can't help kissing her as he guides himself to her entrance, feeling her tense slightly beneath him as the head of his cock enters her. He pauses though it takes almost all his self control not to just push himself all the way in. When he feels her exhale against his shoulder and her body yield beneath his, he takes his cue and slowly slides himself in further. His eyes fall shut as he struggles to maintain his control, her wet heat surrounding him almost too much.

"You feel so good," he gasps against her skin as her fingers dig into his shoulder blades holding him close.

All he receives in reply is a quiet moan as Melinda finds herself speechless. He fits her perfectly, stretching her in all the right ways and providing her with a satisfying fullness.

"Phil," she all but whines as she wraps her legs up around his waist tightly and tilts her hips up causing him to slide in a little deeper.

Not one to disappoint, he slowly pulls himself back until he is almost all the way out before pushing his hips forward slowly, so he is buried deeply inside her again. She writhes beneath him as he bottoms out, his cock hitting against the top of her cervix. Slowly he builds his pace, not wanting to rush this but rather wanting to savour every moment. As his hips start moving faster, he's eventually pounding into her as she cries out beneath him, fingernails digging into his skin as she clings to his shoulders and her legs are wrapped tightly around his waist as the force of his thrusts send her shifting up the bed slightly. Changing his angle slightly and thrusting up more, his name falls like a breathless chant from her lips as he repeatedly hits that spot inside her making sparks shoot behind her eyelids. He captures her lips in a messy kiss as he feels himself nearing his climax. Rubbing his thumb over her clit, he feels her cry out against his lips and her legs tighten about his waist as she comes, walls tightening all around him and sending him into his own climax as he cries her name out against her skin.

After ridding the condom and throwing it in the trash, he slides back under the sheets with her, pressing soft kisses to her shoulder and neck as he feels her fingers gently combing through his hair. Gradually kissing his way up, he finally makes his way to her lips, capturing them in a sweet kiss. The moment feels incredibly intimate, the quiet surrounding them making it all seem almost surreal. When he pulls back he finds he dark eyes watching him with a softness to them that he hadn't quite been expecting. Lightly, she traces her fingertips across his brow and down his cheek and it almost feels like love. She presses another kiss to his lips, this one more intense and deeper which has his fingertips lightly digging into her hips as he holds her close to him. They're both breathing a little heavily when they part and he's just the slightest bit surprised when she tucks herself into his side, her head resting on his shoulder as one of her legs hooks over his.

"Stay?" she asks quietly without looking up at him.

Looking down at her curled up at his side he can't comprehend how it's even a valid question.

"Of course," he murmurs pressing a soft kiss to her.

He feels her smile against his neck as she presses her lips to it briefly, and he's quite content to just stay there and enjoy being together.

* * *

Sunlight is streaming through the open curtains as he wakes, eyes clamping shut at the bright light before slowly opening. Feeling a weight upon his chest, he looks down and the memories of last night come flooding through his mind. Running his fingers through the long dark strands of Melinda's hair, a smile comes unbidden to his lips as he watches her sleep peacefully. He watches as she gradually wakes, her eyes squeeze shut tighter and her nose scrunches slightly in the most adorable way. Blinking her deep brown eyes open sleepily, he smiles down at her as he continues to card his fingers through her hair. Moving to shift herself up into a sitting position, with the sheet held up against her chest, he worries for a moment as she looks around her as if trying to recall how she ended up here before she looks down at him.

"Morning," she says softly, a small smile forming on her lips as she almost self consciously runs a hand through her hair pushing it back from her face.

Smiling in response, he moves into an upright sitting position and places a gentle hand on her cheek as he presses his lips to hers briefly.

"Morning," he smiles enjoying the way she leans into his touch.

A part of him had been worried that she would regret last night in hindsight and he is so relieved that she seems to be feeling quite the opposite.

"Hungry?" she asks him as she climbs out of the bed to get dressed, rifling through her drawers to pull out a clean set of underwear.

"Hmmm," he replies a little distracted by her naked form.

Turning her head to look at him over her shoulder, a knowing smirk tugs at the corner of her lips as she raises an eyebrow at him.

"Phil," she speaks to him again, "eyes up here."

His eyes snap up to her face as if he hadn't just been ogling her arse but there is the hint of a blush on his cheeks and she can't help the amused snort that escapes her as she shakes her head at him fondly.

"Here," she bends down to pick his boxers off the floor and chucks them at his chest which he catches. "Get dressed."

He smiles, telling her a quiet thanks as she turns back around and slips into a clean set of panties and slides on a bra. Turning back around just as his head pops out of his t-shirt, he looks too cute with his hair all ruffled and bright blue eyes looking at her adoringly.

"Dork," she tells him with affection in her voice as she takes a few steps towards him to comb her fingers through his hair and flatten out some of the tufts sticking out.

He chuckles tracing his fingers over the skin of her hips just above the waistline of her panties.

"Not all of us look so good in the morning," he tells her teasingly.

Rolling her eyes at him she swats his shoulder playfully before stepping back to open up her closet. Pulling on a pair of faded blue jeans, a simple white tee and volleys, she runs her fingers through her hair roughly a few times. Whilst she is checking her reflection in the mirror briefly, she sees Phil approach behind her before she feels a pair of arms slip around her waist.

"You look amazing," he tells her pressing a kiss behind her ear.

Turning around in his arms she can't help rolling her eyes good naturedly at what an affectionate dork he is. Kissing him soundly, she chuckles at his quiet whine as she pulls back and steps out of his arms.

"Come on," she tells him as she opens the door, "I want breakfast."

They walk out of her room together and the halls are oddly quiet and empty of any other people.

"Hangovers," Melinda says as if she had read his thoughts and he can't help smiling down at her.

When they leave the dorms and head towards the mess hall there are a few other cadets about but it's still unusually quiet.

"We should probably keep this on the down low," she says breaking the silence surrounding them as they enter the mess hall and spy Garrett sitting alone at a table with a large cup of coffee and a scowl.

Garrett looks up at the sound of footsteps and upon seeing Phil and Melinda together he waves his friend over eagerly.

"Time to put that poker face to good use. I'm still not convinced you've got game," Melinda smirks beside him before nudging him towards Garrett as she moved off to get herself some breakfast.

He throws her a playful wounded expression as she rolls her eyes at him. Taking a deep breath, Phil walks over to his friend, schooling his features into a carefully neutral expression. He's gotta show Melinda that he's got game.

"Hey," he says casually as he slides into the seat across from Garrett.

"So," Garrett says leaning forward eagerly skipping greetings entirely, "tell me all about it."

"About what?" he asks innocently raising a quizzical brow.

"You know what I mean," Garrett looks at him as if he is a moron, "May."

"What about May?" he tilts his head and wishes he had stopped to maybe pick up a coffee before dealing with his difficult friend.

Garrett lets out a slightly exasperated huff as he stares at Phil.

"Stop playing stupid Phil," he tells him irritatedly, "now spill."

"There's nothing to spill," he shrugs leaning back in his chair casually.

Garrett frowns at him, unsure whether his friend is an actual moron or just deliberately not answering his questions.

"Come on Phil," he leans forward with a crooked smile. "You disappeared from the party with Melinda May last night and you showed up here with her this morning. In the same clothes from last night I might add. I doubt that there's "nothing to spill"."

Phil shrugs again with a lost expression on his face. He new Garrett would pester him about last night, he's persistent to say the least, but he can hear Melinda's voice in his head telling him to use his poker face. He only hopes that it's working.

"We hung out for a bit," he says with a carefully cool expression.

Garrett stares at him for a moment, barely blinking as he scrutinizes Phil's face.

"What a waste," he shakes his head at Phil, as if he is deeply disappointed in him. "May picks you out of all us guys and all you do is "hangout"? Come on Phil, we all saw the way you two were making eyes at each other last night."

"Sorry," he replies even though he really isn't, but Garrett doesn't know that does he?

"Of all the guys and then you don't even do the do," Garrett mutters to himself as if he is truly mystified by the whole situation.

It takes all the training Phil has not to laugh at his friends disgruntled expression as if he is the one who has been personally wronged. If only he knew. Garrett takes a drink of his coffee still shaking his head and muttering to himself when Phil receives a message on his phone. Opening it up he is tempted to smile but resists the urge whilst still sitting with Garrett who would most definitely question him about it. Across the room he sees Melinda cast him a suggestive look before disappearing out the hall exit. Glancing down at the message once more, he feels the corners of his lips twitch up just slightly.

 _Your game needs work. Come over later and I'll help you with it ;)_

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 **A/N**

 **Please leave a comment and let me know what you thought of this. I know it was long but it took me ages to complete this. It's really supposed to be a one shot, but if there is demand I may add a second instalment.**


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